Autograph collecting is not what it used to be

CARLSBAD -- From colored cardboard to foil-wrapped,
hologram-labeled memorabilia, Upper Deck has reinvented the
once-staid world of sports collectibles. Now the Carlsbad-based
company has unveiled a high-tech innovation: a forgery-proof
authentication system for items such as jerseys, basketballs and
other items signed by star athletes.

Called PenCam, the device is a pen with a tiny video camera that
wirelessly records the autograph. The autograph is saved as a
digital file bearing a unique identifying number, also placed on a
hologram on the item along with the date and location of the
signing. Buyers also get a CD-ROM with video of the signing
ceremony. Upper Deck keeps a registry of all the items, which can
be updated whenever an item is sold.

Behind this innovation is Upper Deck's sole owner, Richard
McWilliam. Since founding the company in 1988, McWilliam has guided
Upper Deck to its current annual sales of $200 million. He also is
the owner of another rapidly growing business, a charter airline
and aircraft service company called Jet Source. Based at
McClellan-Palomar Airport, Jetsource caters to executives that want
a more convenient way to fly than commercial airlines.

From medicine to sports

An accountant by education, McWilliam is a Cal State Fullerton
graduate, and he also attended San Diego State University. He is
living in Cardiff while building a new home in Rancho Santa Fe.

McWilliam built up his own CPA firm for eight years, then spent
three years working for Orange County-based Custom Medical
Systems.

"I was getting kind of tired of working with sick people and
doctors all the time," McWilliam said. "I had actually decided to
move to Hawaii, and bought a house in Hawaii, when one of my
ex-clients came to me with an idea about starting a better baseball
card company.

"This was in 1987, and baseball cards had been pretty much a
commodity-type business. It was using very old technology. What we
created was a new concept in trading cards -- improvement in
quality, improvement in color separation, improving the paper
stock, using a hologram. We were the first to actually create a
card with a hologram."

Such fancy features made Upper Deck's products more expensive
than competitors. However, collectors impressed by the innovations
were willing to pay for the value, and Upper Deck expanded to
employs hundreds of people.

Founded in Yorba Linda, Upper Deck took off immediately,
McWilliam said, which posed unexpected problems.

"We didn't know how big the company would be. We started off in
a 30,000-square-foot facility in 1988, launched our first product
in 1989, and in the first year ran out of space. We went from two
employees to roughly 400 at the end of 1989."

McWilliam decided to move the company to get more space, and
chose its present location a few minutes away from Palomar
Airport.

"I came down to Carlsbad in 1990 because I used to surf this
whole area, all the north coast," McWilliam said. "I found this
location, and immediately bought the property. It took us roughly
10 months to build the building. One of the reasons this is such an
ideal location for us is that quality of life is so nice in
Carlsbad and North San Diego County. There's also an airport two
miles way."

At that time, McWilliam said, Palomar Airport was "sleepy," but
he saw its potential.

"I grew up in Orange County and watched John Wayne (Airport)
turn into what it is today. Palomar mirrors that same image. So in
1991, when we moved down here, it was something I looked at."

Upper Deck moved roughly 1,000 jobs to Carlsbad when it made the
move. The company now employs just under 300 people today; a few
years ago, it split off its manufacturing arm into a separate
company located adjacent to Upper Deck that still does its
manufacturing, as well as jobs for other clients.

During the 1990s, Upper Deck expanded its product horizons.

"We added football in 1990, hockey in 1990, basketball in 1991.
We were the first company to have all four sports," McWilliam
said.

In 1994, Upper Deck made a far-sighted deal by signing Michael
Jordan, then a superstar but not yet the icon he became a few years
later. The company also established an international sports
division, and with the growth of the Internet added a Web site at
www.upperdeck.com.

Throughout the 1990s, the company continually cultivated
relationships with other athletes and won their trust. The company
recently added golf memorabilia, and added Tiger Woods to its
roster. McWilliam said the move into golf was made easier because
Carlsbad is a major center for the golf industry, so Woods and
other stars visit the area regularly.

Jet Source takes off

Jet Source emerged gradually during the 1990s, McWilliam said,
starting with one plane he kept at Carlsbad's Palomar Airport for
his own convenience.

"I chartered a little bit. I wasn't that pleased with some of
the charter companies, so I wanted to make sure that when I flew it
was on very safe, very well-maintained aircraft."

The aircraft were also used to fly in athletes working with
Upper Deck, a convenience for both.

McWilliam added two Learjets during the mid-'90s and called his
venture Carlsbad Air Service. In 1997, McWilliam formalized his
venture by buying an Air Carrier certificate. He then looked for a
new name, one not tied down to a specific geographic region, and
employees suggested the name Jet Source Charter.

Jet Source Charter started in a 15,000-square-foot hangar, and
in 1999 expanded when McWilliam purchased a charter airline called
Cinema Air, and expanded into other areas of business. Jet Source
now offers maintenance and installs avionics equipment. McWilliam
then shortened the name to Jet Source to reflect its newfound
maintenance and avionics capabilities.

Today, Jet Source's fleet includes a Lear 31, Lear 35A, Lear 55,
an Astra 1125, two Citation IIs, a Hawker 800, a Falcon 20 and a
Falcon 50, along with Cessna 421s, Conquests, King Airs and
helicopters. Its most recent purchase was a Falcon 20. A mid-sized
jet, the Falcon 20 cruises at more than 500 mph and can go more
than 2,600 miles nonstop. The nine-passenger aircraft will be based
at and operated from Palomar Airport. Jet Source also bases one of
its Citation IIs at Palm Springs.

More information on the company is available on the Web at
www.jetsource.com.

Owner's prerogative

As the sole owner of both Jet Source and Upper Deck, McWilliam
has unusual authority for an executive. He doesn't have to worry
about what Wall Street thinks, or convince partners to make an
acquisition or launch a product line.

"It's a good feeling. I have had partners at Upper Deck in the
past, and it's much easier to manage your business if you do what's
right for the business. Sometimes business owners do what's right
to make their numbers look better in the short term.

"To me, it's not necessarily how the numbers look today, it's
how the numbers will look over the long term. And it's also how
good I feel about the company -- and how good the employees feel
about the company and what the company's doing."